SVOGL Oil Gas & Energy Ltd. (SVOGL) - Director Report

Company director report

Your Directors are pleased to present the Twenty fourth Annual Report and thecompanys audited financial statement for the financial year ended March 31 2015.

Consolidated Financial Highlights:

(Rs in Millions)

Particulars

2014-15

2013-14

Operating Income

2048.62

3413.47

Other Income

500.15

262.28

Total Income

2548.77

3675.75

Profit before Interest Depreciation and Taxation

(651.60)

(1833.61)

Finance Cost

4199.05

4368.61

Depreciation & Amortization Expenses

3286.96

2283.31

(Loss)/Profit Before Taxation

(8137.61)

(8485.54)

Less: Prior Period Adjustments

3.59

-

Add: Minority Share in Loss

(0.01)

(0.01)

Profit for the Year

(8134.01)

(8485.53)

Provision for Tax:

-Income Tax Relating To Earlier years

6.56

-

-Income Tax

-

-

-Deferred Tax

(136.25)

(1582.37)

-Mat Credit - Utilized / (availed)

-

-

Net Loss/Profit after tax

(8004.32)

(6903.16)

Add : Surplus as per Last Balance Sheet

796.73

7699.89

Surplus available for appropriation

(7207.59)

796.73

Appropriation:

Transferred to General Reserve

-

-

Surplus carried forward to the next year

(7207.89)

796.73

COMPANYS PERFORMANCE

The consolidated operating income for the financial year 2014-15 has decreased by 40%at Rs. 2048.62 millions against Rs 3413.47 millions in the previous year due to lack ofcontracts resulting in dehiring of equipments and liquidity constraints. There is a Netloss (after tax) of Rs (8004.32) million as compared to loss of Rs (6903.16) million inthe previous year. EBITA margins are also negative at Rs (651.60) millions as compared toRs. (1833.61) million in the last year. As a result net worth of the Company has gonenegative to Rs (859.97) millions from Rs 7582.56 millions as at 31st March 2015.

DIVIDEND

In view of losses incurred by the Company the Board of Directors express its inabilityto recommend any dividend on equity shares for the year under review.

Two no. 2000HP Rigs are working under a contract with Oil India Limited at DuliajanAssam for initial period of two years extendable for another year.

One no. 2000HP Drilling Rig is operating under contract with Oil India Limited atKakinada Andhra Pradesh KG Basin to drill 3 no. of exploratory wells with a provision ofanother two wells depending upon the results of first three wells.

Two no. 2000HP Drilling Rigs got dehired after successfully completing contract withONGC Karaikal in the month of February 2015.

PROJECTS UNDER BIDDING:

Company is Lowest Bidder against one no. 1400 HP Rig tender with Oil India LimitedDuliajan Assam. LOA is awaited. In addition company has entered into MOU for givingDrilling/Workover/Sesmic equipments on lease to Companies who will deploy these assets onreceipt of contracts from ONGC/Oil/Other Companies.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER31ST MARCH 2015.

Presently the Scenario of oil and gas industry has improved a lot. ONGC and Oil Indiahave already floated tenders worth about more than 7000 crores - after a gap of six/sevenyears- Tenders of about Rs 2500cr have already closed & balance tenders are expectedto close in September 2015. In addition Drilling and Seismic tenders worth more than Rs2500 crores are expected shortly.

CHANGE IN CAPITAL STRUCTURE

During the year there has been no change in the capital structure of the Company.However the Company has allotted 5083046 Equity Shares of Rs 10/- each at a premium ofRs 5.955 per share on 30th April 2015 as preferential allotment to ICICI Bank Ltd. inconsideration for conversion of their Funded Interest on Term Loans amounting to Rs 8.11Crore pursuant to CDR scheme approved by CDR-EG in terms of ICDR Regulations. These shareshave been listed at BSE & NSE.

Accordingly the paid-up share capital of the Company as on the date of this Report isRs 514435470 divided into 51443547 equity shares of Rs 10/- each.

CORPORATE DEBT RESTRUCTURING (CDR)

CDR Scheme of the Company was approved by CDR-EG on 24th January 2014 and is underimplementation. However the Company could not show progress during the period as OilMajors have not come with major tenders during this period. Now ONGC/Oil have come up withmajor tenders and we are hopeful that all the deployable assets will be engaged.

FCCB MATTERS

On 8th July 2010 had issued Bonds worth of US$ 80000000 5% convertible bonds due on17th August 2015. The Company agreed to pay interest @ 5% p.a. semi-annually on 16thJanuary and 16th July in each year upto the due date. However The Company could notdischarge the interest due on 16th July 2013. On such occurance of Event of Default thetrustee Citicorp International Limited (Citicorp) accelerated the entire Bond amount. TheCompany offered the defaulted interest amount of $ 2 million Dollars in first week ofAugust 2013. The Citicorp refused to receive the amount and claimed entire Bond amounttogether with interest. Citicorp on 23rd August filed Company petition No. 446/2013 inHigh Court of Delhi to Wind up Shiv-Vani and the same is pending. The next date is30.11.2015 for arguments. Citicorp has also filed Proceedings in London Court for recoveryof US$ 84 million. The London Court passed summary judgement on 11th February 2014directing the Company to pay the whole amount due under the Bonds. The trustee of FCCBHolders filed Execution Petition in High Court of Delhi to execute the London CourtJudgement. The Company is contesting the execution petition and the pending beforeHonble High Court of Delhi.

SERVICE TAX MATTERS

The Company could not pay its service tax liability from the year 2010-11 to2012-13.Service Tax Department directed our clients in february 2013 not to pay any amountto Company and remit the amounts directly to Service Tax Department. The Company had moveda writ petition before the Honble Delhi High Court to allow it to pay the servicetax in installments. The Honble Delhi High Court directed on 28/05/2014 to pay thesame to the department equivalent to 1/3rd of the amount received from its clients asturnover proceeds in Trust and Retention Account (TRA) maintained with ICICI Bank Ltd. Thesaid arrangement is continuing. The next date of hearing is 03.11.2015.

EXTRACT OF ANNUAL REPORT

Pursuant to Section 92 (3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of Annual Return in FormMGT-9 for the financial year under review has been provided is attached as AnnexureI.

MEETINGS OF THE BOARD

The details pertaining to number ofBoardMeetingsheldduringthefinancialyear under reviewhave been provided in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors confirmto the best of their knowledge and belief that:

(a) in the preparation of annual accounts for the year ended 31st March 2015theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

(b) the Directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and a fair view of the state of affairs of the Company and profit and loss ofthe Company as at 31st March 2015;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; (d)the Directors had prepared the annual accounts on a going concern basis; and (e) theDirectors had laid down internal financial controls to be followed by the Company and thatsuch internal financial contracts are adequate and were operating efficiently.

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

In terms of Section 149(7) of the Companies Act 2013 Mr. Dwarka Das Daga Mr.Rajnish Gupta Mr. Ghanshyam Das Binani and Mr. Kailash Chandra Gupta the IndependentDirectors of the Company have given a declaration to the Company that they meet thecriteria of independence as specified under Section 149(6) of the Companies Act 2013 andclause 49(II)(B)(1) of the listing agreement and there has been no change in thecircumstances which may affect their status as Independent Directors.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In accordance with Section 178 of the Companies Act 2013 and clause 49 of the listingagreement the "Nomination and Remuneration Committee" of the Board ofDirectors has approved the Nomination Appointment and Remuneration Policy which isavailable on the Companys website (www.shiv-vani.com). The details of remunerationpaid to Executive and Non-Executive Directors have been provided in the CorporateGovernance Report forming part of this Annual Report.

AUDITORS AND AUDITORS OBSERVATIONS

(a) Statutory Auditors

M/s Vijay Prakash Gupta & Associates Chartered Accountants (Firm Registration No005570N) Statutory Auditors of the Company to hold office from the conclusion of theTwenty Third Annual General Meeting till the conclusion of the Twenty Fifth Annual GeneralMeeting of the Company i.e. for a period of three years (subject to ratification of theirappointment at every Annual General Meeting) will hold office until the conclusion of theensuing Annual General Meeting of the Company. The Board of Directors recommendsratification of appointment of M/s Vijay Prakash Gupta & Associates CharteredAccountants to hold office from the conclusion of this Annual General Meeting till theconclusion of the Twenty Fifth Annual General Meeting of the Company. M/s Vijay PrakashGupta & Associates have expressed their willingness to get re-appointed as theStatutory Auditors of the Company and have furnished a certificate of their eligibilityand consent under Section 139(1) and 141 of the Companies Act 2013 and the rules framedthere under.

The observations of Auditors in their Report are self explanatory by nature andtherefore do not require further explanation

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder M/s VLA & Associates Company Secretaries (Membership No.F7241 andC.P.No.7622) has been appointed as a Secretarial Auditor to conduct the Secretarial Auditfor the financial year 2014-15. A Secretarial Audit Report in Form MR-3 given by M/s VLA& Associates Company Secretaries has been provided in an Annexure-II whichforms part of the Directors Report.

(i) In respect of Point Pertaining to appoint women director as required under theCompanies Act 2013 and Clause 49 of the listing agreement.

Irrespective of above the Company has been making its best endeavour to findappropriate persons as women director on its Board since quite sometime however withoutmuch success and would still continue its efforts to comly with the requirement of Clause49(II)(A)(1) of Listing Agreement.

(ii) In respect of Point Pertaining to provisions of regulations 30(1) and regulations31(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. Due tooversight intimation to stock exchanges was not made in respect of regulation 30(1) andregulation 31(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations2011

During the year under review the Company has not given any loans guarantees andinvestments covered under the provisions of Section 186 of the Companies Act 2013 whichrequire approval of the shareholder.

PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts / arrangements with related parties referred to in Section188(1) entered into during the financial year under review as required to be given in FormAOC-2 have been provided in an Annexure-III which forms part of the DirectorsReport.

The Company has formulated a policy on Related Party Transaction and also on dealingwith Related Party

Transactions. The policy is disclosed on the website of the Company(www.shiv-vani.co.in/com).

All transactions entered into with the Related Party were as per RTP policy adopted bythe Company. Particulars of contracts or arrangement with related parties as requiredunder Section 134(3)(h) of the Companies Act 2013 are given in Annexure  III.

The particulars of conservation of energy technology absorption foreign exchangeearnings and outgo for the financial year under review as required to be given underSection 134(3)(m) of the Companies

Rules made there under has been provided in an Annexure-IV which forms part ofthe Directors Report.

RISK MANAGEMENT

In terms of revised Clause 49 of the Listing Agreement the Company has constituted aRisk Management Committee the details of which have been provided in the CorporateGovernance Report forming part of this Annual Report. The Board of Directors has approveda Risk Management Policy which is available on Companys website (www.shiv-vani.com). The Companys risk management and mitigation strategy has been discussed in theManagement Discussion and Analysis Report forming part of this Annual Report.

VIGIL MECHANISM

The vigil mechanism of the Company in term of the Listing Agreement includes a TaskForce comprising senior executives of the Company. Protected disclosures can be made by aWhistle Blower through an email or dedicated telephone lines or a letter to the TaskForce.

EVALUATION OF THE BOARDS PERFORMANCE

The information pertaining to Annual Evaluation of Boards performance as requiredto be stated in terms of Section 134(3)(p) of the Companies Act 2013 read with Rule 8(4)of the Companies (Accounts) Rules 2014 have been provided in the Corporate GovernanceReport forming part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) In terms of the provisions of Section 149 150 152 and other applicable provisionsof the Companies Act 2013 and the Rules made there under Mr. Dwarka Das Daga Mr. RajnishGupta Mr. Ghanshyam Das Binani and Mr. Kailash Chandra Gupta were appointed at the 23rdAnnual General Meeting of the Company on 30th September 2014 to hold office asIndependent Directors of the Company for a period of five year i.e. upto 31st March 2019.

(ii) Pursuant to the provisions of Section 152(6) of the Companies Act 2013 and theRules made thereunder Mr. Padam Singhee (DIN 00021995) retires at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-election.

(iii) No women Director has yet been appointed pursuant to Section 161 of the CompaniesAct 2013 and SEBI guidelines pursuant to which each listed Company shall have a WomenDirector on its Board on or before 31st March 2015.

(iv) Cessation the nomination of Mr. Sachikanta Mishra Nominee Director IFCI Ltd. hasbeen withdrawn By IFCI Ltd. Mr. Deepak Mishra was appointed as a Director on the Board ofthe Company on 28th March 2015 and his nomination was also withdrawn by IFCI Ltd. vide NoIFCI/NDC/2015-150603036 dated 3rd June 2015 and he ceases to be Director on the Board ofthe Company from 6th June 2015.

The Board places on record its deep appreciation for the valuable contribution made byMr. Sachikanta Mishra and Mr. Deepak Mishra Directors.

(v) Following existing Directors and officials have been appoint as Key ManagerialPersonnel of the Company in the meeting of Board of Directors held on 18th November 2014: -

(vi) Profile of Directors seeking appointment / re-appointment Profile of thedirectors seeking appointment / reappointment as required to be given in terms of Clause49(VIII)(E)(1) of the Listing Agreement forms part of the Corporate Governance part of theAnnual Report of the Company.

DETAILS OF SUBSIDIARY/ JOINT VENTURES

Pursuant to sub-Section (3) of Section 129 of the Act and Companies (Accounts) Rules2014 the statement containing the salient features of the financial statement of aCompanys subsidiaries and joint ventures is given as Annexure V Performance andfinancial position of each the consolidated financial statements.

Further the annual accounts and related documents of the subsidiary company shall bekept open for inspection at the Registered Office of the Company. The Company will alsomake available copy thereof upon specific request by any Member of the Company interestedin obtaining the same. Further pursuant to Accounting Standard AS-21 issued by theInstitute of Chartered Accountants of India Consolidated Financial Statements presentedby the Company in this Annual Report include the financial information of its subsidiary.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

Debt Recovery Tribunal Delhi has directed sale of four Rigs and one directionaldrilling equipment by order dated 23rd June 2015. It may be noted that the said rigs wereexclusively hypothecated with ICICI Bank Ltd Bahrain and the concerned loan of US Dollar17.6 million will stand repaid to ICICI Bank with the sale of said assets.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The details pertaining to internal financial control systems and their adequacy havebeen disclosed in the Management Discussion and Analysis Report forming part of thisAnnual Report.

AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with Section 177(1) of theCompanies Act 2013 the details of which have been provided in the Corporate GovernanceReport forming part of this Annual Report. There has been no instance where the Board ofDirectors had not accepted any recommendation of the Audit Committee. The Company hasformulated a Whistle Blower Policy to provide vigil mechanism for employees includingdirectors of the Company to report genuine concerns which is available on theCompanys website (www.shiv-vani.com).

COMMITTEES OF THE BOARD

The details of composition of Audit Committee and other committees of the Board ofDirectors along with the attendance thereof is provided in the Corporate Governance Reportforming part hereof.

A statement showing details of employees drawing remuneration exceeding the limitsspecified in Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 has been provided in an Annexure-VI A which forms part ofthe Directors Report.

Details pertaining to remuneration of directors as required under Schedule V to theCompanies Act 2013 have been provided in the Corporate Governance Report forming part ofthis Annual Report. As the Company is under Corporate Debt Restructuring the Directorsare not given any remuneration including sitting fee because of tight financial position.

c) Payment of commission from subsidiaries - The Managing Director has notreceived any commission / remuneration from any of the subsidiaries of the Company duringthe year under review.

d) Information pertaining to remuneration to be disclosed by listed companies interms of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of

Managerial Personnel) Rules 2014

The information / details pertaining to remuneration to be disclosed by listedcompanies in terms of Section

197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 have been provided in an Annexure-VIB.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Clause 49(VIII)(D) the Management Discussion and Analysis Report onthe operations and financial position of the Company has been provided in a separatesection which forms part of this Annual Report. The Management Discussion and Analysisforming part of this Annual Report for the year ended 31st March 2015 at Annexure VII.

CORPORATE GOVERNANCE

As required under Clause 49(X) of the Listing Agreement entered into by the Companywith the stock exchanges a detailed report on corporate governance has been provided in aseparate section which forms part of this Annual

Report. The Company is in compliance with the requirements and disclosures that have tobe made in this regard except Clause 49(II)(A)(1). The auditors certificate oncompliance with corporate governance requirements by the Company is attached to theCorporate Governance Report.

Pursuant to the provisions of the Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013 read with Rules as amended upto date the Company hasconstituted a Central Internal Complaints Committee at its office. Central InternalComplaints Committee has been given the responsibility to receive and address thecomplaints received if any at all locations where the Company is present. The Companyhas also taken certain steps to create awareness about familiarization to the said policyhaving been put in place. There was no instance of alleged sexual harassment reportedduring the year under review.

TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND

Your company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore no funds were required to be transferred to Investors Education andProtection Fund (IEPF).

CODE OF CONDUCT AND ETHICS

The Board of Directors has adopted a Code of Conduct and Ethics for the Directors andSenior Executives of the Company. The objectives of the Code is to conduct theCompanys business ethically and with responsibility integrity fairnesstransparency and honesty. The Code sets out a broad policy for ones conduct indealing with the Company fellow Directors and Employees with the environment in which theCompany operates. The Code is available on the

Companys website :www.Shiv-vani.co.in/com. OTHER DISCLOSURES

a) Deposits - During the year under review the Company has not accepted anydeposits falling within the purview of Section 73 of the Companies Act 2013.

b) Equity shares with differential voting rights - During the year under reviewthe Company has not issued equity shares with differential voting rights as to dividendvoting or otherwise.

c) Sweat equity shares - During the year under review the Company has notissued any sweat equity shares.

d) Revision of financial statementsanddirectorsreport - The Company was notrequired to revise its financial statements or directors report during the yearunder review.

HUMAN RESOURCES

Your Company had cordial relations with employees across all locations during the year.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the co-operation andsupport received from the government and semi government agencies especially from theMinistry of Petroleum and Natural Gas Government of India all state level nodalagencies.

The Directors are thankful to all the Bankers Financial Institutions and the InvestorGroup for their support to the Company. The Board places on record its appreciation forcontinued support provided by the esteemed customers suppliers bankers financialinstitutions consultants bondholders and shareholders.

The Directors also acknowledge the hard work dedication and commitment of theemployees. Their enthusiasm and unstinting efforts have enabled the Company to emergestronger than ever enabling it to maintain its position as one of the leading players inthe wind industry in India and around the world.

For and on behalf of the Board of Directors

(Padam Singhee)

(Dwarka Das Daga)

New Delhi

Joint Managing Director

Director

August 14 2015

DIN: 00021995

DIN: 00039664

Annexure-II

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by SHIV-VANI OIL & GASEXPLORATION SERVICES LIMITED (hereinafter called the company).

Based on my verification of the Companys books papers minute books forms andreturns filed and other records main -tained by the company and also the informationprovided by the company its officers -tives during the conduct of secretarial audit Ihereby report that in my opinion the company has during the audit period covering thefinancial year ended on 31st March 2015 complied with that the company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according i. The Companies Act 2013 (the Act) and the rules made thereunder;

Following were the observations during the audit period:

a) The Company has not complied the provisions of section 149 (1) with respect toappointment of Woman Director with in the transition period given in the Act.

1. The Company has complied the provisions of regulation 30(1) with respect tocontinual disclosure and regulation of 31(1) with respect to disclosure of encumberedshares but has not intimated to the stock exchanges.

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992.

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009.

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008.

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client.

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009. and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

vi. Other laws as applicable specifically to the company-

1. Explosives Act 1884

2. Mines and Minerals (Regulations and Development) Act 1957

3. Oil Industry Development Act 1974.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

Not Applicable during the Audit Period as these Secretarial Standard were not effectivetill the last day of the audit period.

(ii) The Listing Agreement entered into by the company with Stock Exchanges.

I further report that:

The Board of Directors of the company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors except WomenDirector. The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act.

Adequate notices are given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through and there were no dissenting members on anyresolution.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period the company has come across the followingmajor events:

i. CDR Scheme of the Company was approved by CDR-EG on 24th January 2014 and is underimplementation. However the Company could not show progress during the Audit period asOil Majors have not come with major tenders during this period.

ii. That the Company on 8th July 2010 had issued Bonds worth of US$ 80000000 5%convertible bonds due on 17th August 2015. The Company agreed to pay interest @ 5% p.a.semi-annually on 16th January and 16th July in each year upto the due date. HoweverCompany could not discharge the interest due on 16th July 2013. On such occurance of Eventof Default the trustee Citicorp International Limited (Citicorp) accelerated the entireBond amount. The Companys offered the defaulted interest amount of $ 2 millionDollars in first week of August 2013. The Citicorp refused to receive the amount andclaimed entire Bond amount together with interest. Citicorp on 23rd August filed Companypetition No. 446/2013 in Honble High Court of Delhi to Wind up Shiv-Vani and thesame is pending. Citicorp has also filed Proceedings in London Court for recovery of US$84 million. The London Court passed summary judgment on 11th February 2014.

iii. The Company could not pay its service tax liability from the year 2010-11 to2012-13. The Company had moved a writ petition before the Honble High Court of Delhito allow it to pay the service tax in installments. The Honble High Court of Delhidirected on 28/05/2014 to pay the same to the department equivalent to 1/3rd of the amountreceived from its client as turnover proceeds in Trust and Retention Account (TRA)maintained with ICICI Bank Ltd. The said arrangement is continuing.

Form for disclosure of particulars of contracts/ arrangements entered into by theCompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto.

1 Details of contracts or arrangements or transactions not at arms lengthbasis : Shiv-Vani Oil & Gas Exploration Services Ltd. has not entered into anycontract or arrangement or transaction with its related parties which is not at armslength during the financial year 2014-15.

2 Details of material contracts or arrangements or transactions at armslength basis :

(a) Names of related party and nature of relationship : Oriental Oil & Gas ServicesLtd Mauritus a Wholly owned subsidiary of the company.

(b) Nature of contract or arrangement or transaction : Agreement of lease of Rigs

(c) Duration of contracts or arrangements or transactions: Contract Dt 09.04.2009 asamended on 01.10.2011 and 09.02.2015 which is ongoing.

(d) Salient terms of contracts or arrangements or transactions Including the value ifany.

3. The lessee shall bear all the risks of loss damage & destruction of or to therigs throughout the lease period.

4. The lessee shall pay and discharge all taxesrates rents and governmental chargesupon the lessee and its assets.

(e) Date(s) of approval by the Board: Not applicable since the contract was entered inthe Ordinary course of business and on arm length basis.

(f) Amount paid as advances if any.: Nil

For and on behalf of the Board of Directors

(Padam Singhee)

(Dwarka Das Daga)

New Delhi

Joint Managing Director

Director

August 14 2015

DIN: 00021995

DIN: 00039664

Annexure  IV

Disclosure of particulars with respect to conservation of energy technologyabsorption foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act.

A. Conservation of Energy

1 The steps taken or impact on conservation of energy :

Energy saving measures adopted across all offices and sites. Continued efforts towardsoptimization of processes are in place i.e. uses of solar panels and led bulbs replacingthe new electrical items wherever electrical items are very old etc. Various operatingactivities are identified to ensure conservation of higher to lower capacity power packs/electric generators reducing fuel and other consumable consumption hence makingoperations economical.

2 Steps taken by Company for utilizing alternate source of energy:

Various steps have been adopted to reduce dependency on commonly used energy. Steps arebeing taken for using solar panels etc

3 Capital investment on energy conversation equipments: Nil.

B. Absorption of Technology

(1) Being Oil & Gas Exploration Service providers endeavour of company remain tooptimize overall performance of Man and Machinery. A team of Drilling Engineers withOilfield Professionals monitor study and implement various techno commercial measures : -

- All Drilling Rigs are equipped with latest field proven Top Drive Systems to enhanceperformance during Rig Operations.

- Use of PDC Bits during Drilling operations to enhance efficiency of rigs.

- Real time data accessible online is used with latest Rig sense electronicsinstrumentation system for precise monitoring of drilling and Mud parameters to furtherenhance performance.

(2) Benefits derived as a result of the above efforts (like product improvement costreduction product development or import substitution)

Benefits derived as a result of R & D

(a) Our team of engineers and technicians developed SS impellers in our work shop whichresulted in improvement of life of those impellers by 4 times.

(b) Our team of engineers with experiments found that drill bits with 2 blades aresuitable for these types of soils and modified the three blade bits to two blade bits. Thedrilling time has been reduced by half.

(3) Future Plan and Action are faced to provide water for1. Presently drillingresearch is being carried thehillyarealot ofdifficulties out to overcome the problem.

2. The sleeves of mud pumps are getting damaged very frequently efforts are made touse different material for manufacture of sleeves to arrest the down time due to damage ofsleeves.

(4) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)

No technology was imported during the last five years.

(5) Expenditure as R & D

Capital :

Nil

Recurring :

Nil

R & D :

Nil

%age of turnover :

Nil

C Foreign Exchange Earnings & Outgo

Amount (Rs)

March-15

March-14

1 Earning in Foreign Currency

Contract Revenue (Gross)

Nil

82571765

Sale of Goods

Nil

246253

Interest on FDR

7321

10985

Total

7321

82829003

2 Expenditure in Foreign Currency

Rig Rental Charges

15850839

78504511

Interest

218876055

318962981

Legal & Professional fees

514952

4232422

Travelling Expenses

1158635

998715

Contract Expenses

Nil

2958617

Freight and other expenses

Nil

17667178

Total

236400481

423324424

For and on behalf of the Board of Directors

(Padam Singhee)

(Dwarka Das Daga)

New Delhi

Joint Managing Director

Director

August 14 2015

DIN: 00021995

DIN: 00039664

ANNEXURE - V

FORM AOC-1

(Pursuant to first proviso to sub-section 3 of Section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) Statement containing salient features of the financialstatement of subsidiaries/associate companies/joint ventures

If employed throughout the financial year was in receipt of remuneration for that year which in the aggregate was not less than sixty lacs rupees

:Nil

(ii)

If employed throughout the financial year was in receipt of remuneration for any part of that year at a rate whichintheaggregatewasnotlessthanfivelacsrupees : per month

(a)

Rajan Gupta

Chief Financial Officer

6004800/-

Otherwise

CA & CS

35

22-Apr-96

31st Decem- ber 2014

56

U P Airways Ltd.

Nil

No

(b)

Satish Dhar

Chief Operating Officer

9290332/-

Otherwise

IIT Roorkee Master in Engg. (Mechanical)

35

7-May-14

16th March 2015

60

Sun Drilling LLP

Nil

No

(iii) If employed throughoiut the financial year was in receipt of remuneration forthat year which in the aggregate is in excess of that drawn by Managing Dirrector orwhole time director or Manager and holds himself and along with his spouse and dependentchildren not less than two per cent of the equity shares of the Company : Nil

Annexure  VI B

The following disclosures are made in terms of Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 : -

(i ) the ratio of the remuneration of each Director to the median remuneration of theEmployees of the Company for the financial year; Chairman & Managing Director andJoint Managing Director -

The detail of remuneration paid to Chairman & Managing Director and Joint ManagingDirector of the Company are as under :

S. No

Name of the Director

Remuneration (Rs in lacs)

Ratio to median remuneration

1

Mr Prem Singhee CMD

Nil

-

2

Mr Padam Singhee JMD

Nil

-

As per CDR Scheme approved by CDR-EG. We are not paying any remuneration sitting feesetc to the Directors

Independent Directors

S No.

Name of the Director

Sitting fee

Commission

Others

Total Amount (Rs)

Ratio to median remuneration

1

Mr Rajnish Gupta

Nil

Nil

Nil

Nil

-

2

Mr Dwarka Das Daga

Nil

Nil

Nil

Nil

-

3

Mr Ghanshyam Das Binani

Nil

Nil

Nil

Nil

-

4

Mr Kailash Chandra Gupta

Nil

Nil

Nil

Nil

-

As per CDR Scheme approved by CDR-EG. We are not paying any remuneration sitting feesetc to the Directors

Other Non Executive Directors

S. No.

Name of the Director

Sitting fee

Commission

Others

Total Amount (Rs)

Ratio to median remuneration

1

Mr Sachikanta Mishra IFCI Nominee (upto 28th March 2015)

Nil

Nil

Nil

Nil

-

2

Mr Deepak Mishra IFCI Nominee (upto 06th June 2015)

Nil

Nil

Nil

Nil

-

As per CDR Scheme approved by CDR-EG. We are not paying any remuneration sitting feesetc to the Directors

(ii) The percentage of increase in remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear.

S. No.

Name of the Director

Category

Remuneration (Rs in lacs)

Increase/ (decrease) (%)

2014-15

2013-14

1

Mr PremSinghee

CMD

Nil

Nil

-

2

Mr Rajan Gupta (upto 31st December 2014)

CFO

6004800

7599600

-20.98

3

Mr Anil Kumar Saxena (w.e.f. 18th November 2014)

CFO

208544

-

-

4

Mr Vimal Chadha

Company Secretary

1604400

1633200

-1.76

As per CDR Scheme approved by CDR-EG. We are not paying any remuneration sitting feesetc to the Directors

(iii) The percentage of increase in the median remuneration of employees in thefinancial year;

Particulars

Remuneration (Rs in lacs)

Increase/ (Decrease) (%age)

Median remuneration of all employees per annum

1.04

-

(iv) The number of permanent employees on the roll of Company (2015)

Particulars

31-Mar-15

31-Mar-14

Number of permanent employees on rolls of the Company as at the end of the financial year

7592

5266

(v) The explanation on the relationship between average increase in remuneration andcompany performance.

Particulars

Remuneration (Rs in lacs)

Increase/ (decrease) (%age)

2014-15

2013-14

Average remuneration

435497

579715

-25

As per CDR Scheme approved by CDR-EG. We are not paying any remuneration sitting feesetc to the Directors

(vi) Comparision of the remuneration of the Key Managerial Personnel against theperformance of the company.

Particulars

Remuneration ( Rs )

CMD

CFO

CS

Total considering all KMPs

Remuneration of KMPs paid during the financial year 2014-15

Nil

208544

1604400

1812944

Revenue for the financial year 2014-15

2070299901

Remuneration of all KMPs as % of revenue

-

0.01%

0.08%

0.09%

Profit/(loss) before tax for the financial year 2014-15

-5964603242

Remuneration of KMPs as % of profit before tax

-

0.00%

-0.02%

-0.03%

(vii) Variations in the market capitalization of the Company price earnings ratio asat the closing date of the current financial year and previous financial yearandpercentage increase over decrease in the market quotations of the shares of the Company incomparison to the rate at which the Company came out with the last public offer.

Particulars

March 31 2015 (Rs)

March 31 2014 (Rs)

Change - Increase / (decrease)%

Market Capitalisation (Rs in Crores)

35.00 Crore

54.47 Crore

(35.74)

Price Earning Ratio

(0.06)%

(10.33)%

99.42

Particulars

Closing market price as on March 31 2015

Issue price for the initial Public offer

Issue price for initial Public offer adjusted for sub-divi- sion

Change  increase/ (decrease)%

NSE

7.55

10

-

Nil

BSE

6.02

10

-

Nil

(viii) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.

Particular

Remuneration

Increase / Decrease (%)

2014-15

2013-14

Average Salary of all Employees (other than KMPs

435497

579715

-24.87

Salary of Managing Director

0

0

0

Salary of CFO

Mr. Rajan Gupta (upto 31st December 2014)

6004800

7599600

-20.98

Mr. Anil Kumar Saxena (KMP) (w.e.f 18th Nov2014)

208544

-

-

Salary of CS

Mr. Vimal Chadha (KMP)

1604400

1633200

-1.76

Average Salary of all KMPs mentioned above

1812944

1633200

11

Justification for increase / reasons for decrease in remuneration

As per CDR Scheme approved by CDR-EG. We are not paying any remuneration sitting feesetc to the Directors and no increase in remuneration of the employees.

(ix) Comparison of the each remuneration of Key Managerial Personnel against theperformance of the Company.

See point no. Vi above

(x) The key paramaters for any variable component of remuneration availed by theDirector.

No remuneration was given to Directors.

(xi) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year; and

Note: Since directors are not paid any remuneration during the year this isnot applicable.

(xii) Affirmation that the remuneration is as per the remuneration policy of theCompany.

It is hereby affirmed that the remuneration paid to directors and managerial personnelreferred to above is as per the remuneration policy of the Company.